Invitation to Shareholder' Meeting 2018
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Invitation to Shareholders’ Meeting COMBINED SHAREHOLDERS’ MEETING OF MAY 16, 2018 AT 3:00 P.M., AT LE PALAIS DES CONGRÈS 2, PLACE DE LA PORTE MAILLOT 75017 PARIS, FRANCE CONTENT DIGITAL VERSION OF THE ANNUAL GENERAL MEETING CHAIRMAN’S MESSAGE 3 @ Invitation to the 2017 Sharcho· X f- ➔ C'� O.. https://www.airliquide.com/shareholders/invi tation-2018-shareholders-meet ing ➔ O.. Rechercher Ill\ fil Air Liquide worlctwlde Please select ... Engllsh ... Search Q de Group Businesses Magazine Shareholders lnvestors Media Careers @BJ!o�!9ui HIGHLIGHTS AND PERFORMANCE Shareholders > Annual General Meeting > Invitation to the 2018 Shareholders' meeting OF THE GROUP IN 2017 4 ·INVITATION TO SHAREHOLDERS' MEETING • . Combined Shareholders' Meeting of May 16, 2018 at 3:00 pm • ' �-- VOTE OR PARTICIPATE Palais des Congrès, 2, place de la porte Maillot, 75017 Paris, France • _.é..:_,:-:,,; __::_-;-1 ·\-- ASSE • MB.: '"HALE • • IN YOUR SHAREHOLDERS’ MEETING 8 îtl·I..,. ' Using the paper form 8 - Il (±) 1 By Internet 10 Additional information 11 PROPOSED RESOLUTIONS Read more about AND PURPOSE 12 the Annual General Meeting by scanning the QR code below. BOARD OF DIRECTORS 22 Members of the Board (Informations as of December 31, 2017) 22 REMUNERATION OF THE EXECUTIVE OFFICERS 28 2 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 CHAIRMAN’S Please join us MESSAGE on May 16, 2018 With your vote, together we build Air Liquide's future. Dear Shareholders, In this document, you will especially find instructions onhow to participate in this Meeting, the agenda and the text of the Air Liquide’s Combined Shareholders’ Meeting will be held on resolutions to be submitted for your approval. Wednesday, May 16, 2018, at 3:00 p.m. at the Palais des Congrès in Paris, France. Finally, we propose a digital version of this document, available on our website. The Annual Shareholders’ Meeting is a special occasion to learn more about your Company and exchange with us. I would like to thank you in advance for your attention to this document. It is also an opportunity for you to play an active role, through your vote, in making major decisions for your Group, regardless Yours sincerely, of the number of shares you own. I sincerely hope you will be able to participate in this Meeting, either by your personal attendance, or by using the proxy form which allows you to vote directly or be represented by the Chairman, or any other person of your choice. You also have the possibility to vote by Internet, prior to the Shareholders’ Meeting. Benoît Potier Chairman and CEO SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 3 HIGHLIGHTS AND PERFORMANCE OF THE GROUP IN 2017 Presence in more than 410,000 individual 65,000 80 shareholders holding Group employees countries 32% of the capital � 2017 Group revenue BY ACTIVITY 96% Gas & Services 26% Large Industries 45% Industrial Merchant 17% Healthcare 20,349 8% Electronics million euros 2% Engineering & Construction 2% Global Markets & Technologies BY REGION AND BY ACTIVITY, FOR GAS & SERVICES (G&S) Americas Europe 17% Large 17% Industries Large Industries 31% 31%Large IndustriesLarge Industries 69% Industrial 69% IndustrialMerchant Merchant 31% 31%Industrial Industrial Merchant Merchant 10% Healthcare 10% Healthcare 8,1508,150 35% 35%Healthcare Healthcare 6,7766,776 million eurosmillion euros millionmillion euros euros 4% Electronics 4% Electronics 41% of G&S41% of G&S 3% Electronics3% Electronics 35% of35% G&S of G&S Asia-Pacific Middle East & Africa 37% Large 37% Industries Large Industries 31% Industrial 31% IndustrialMerchant Merchant 50% Large50% IndustriesLarge Industries 5% Healthcare 5% Healthcare 4,0814,081 44% Industrial44% Industrial Merchant Merchant 635635 million eurosmillion euros 6% Healthcare6% Healthcare millionmillion euros euros 27% Electronics 27% Electronics 21% of G&S21% of G&S 3% of 3%G&S of G&S 4 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — HIGHLIGHTS AND PERFORMANCE OF THE GROUP IN 2017 — Improved Performance STEP-UP IN SALES GROWTH IN 2ND HALF OF 2017 IMPROVED OPERATING MARGIN (a) Group sales for 2017 surpass 20 billion euros 5% +4.0% +70bps 4% 17% 16.8% Excl. 3% Comparable Group sales energy impact +1.8% growth 2% 16% 1% 16.5% 16.1% 0% 15% H1 2017 H2 2017 2016 2017 (a) Group margin vs. 2016 adjusted Group margin. Increased Dividend Proposal NET PROFIT DIVIDEND GROWTH: +12.4% (Group share) Dividend (a) in € per share (b) 3.0 €2.65 €2.2 bn as published 2.5 €2.36 2.0 20 years CAGR* +10% 1.5 +9.5% +19.3% as published 1.0 Net profit growth, excluding non-cash 0.5 non-recurring items and impact of the american tax 0 reform. 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017 * Compound Annual Growth Rate. (a) Historical data adjusted to take into account the two-for-one share split in 2007 for attribution of free shares and the capital increase completed in October 2016. (b) Subject to approval at the Combined Shareholders’ Meeting scheduled for 16 May 2018. SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 AIR LIQUIDE 5 — HIGHLIGHTS AND PERFORMANCE OF THE GROUP IN 2017 — Highlights 2017 • Airgas fully integrated, with synergies ahead of plan. • Long-term contracts: steel (France and Benelux), energy and chemicals (China), chemicals (South Korea), petrochemicals (Oman), refining (Mexico), semi-conductors (Asia). • Portfolio management: disposal of Air Liquide Welding and Airgas refrigerants businesses, acquisitions in Healthcare (France, Japan, Colombia, Canada), strategic asset review. • Innovations and new markets: operational and optimization center for Large Industry production units (France, China), entry into the Norwegian biogas market, hydrogen charging stations for mobility (Japan, Dubai), and launch of an e-health offer in Europe. 2017 Performance 2017 was marked by an acceleration in comparable sales up +19.3%. Excluding the non-cash impacts of non-recurring items growth during the second half and an improvement in and the US tax reform, net profit (Group share) totaled2,029 million operating performance which was reflected in an increase euros, up +10.0%. This “recurring” net profit will be the reference in operating margin and return on capital employed, and by used to evaluate the 2018 performance. a high level of cash flow. Net cash flow after changes in working capital requirements Group revenue totaled 20,349 million euros in 2017, up +12.2% was up +15.1% compared with 2016 and represented 20.9% as published, following the consolidation of Airgas sales over of sales, driven by a high level of operating cash flow and an 12 months. Comparable growth stood at +2.9% and benefited improvement in working capital requirements. Net debt at from a marked step-up in Gas & Services sales growth throughout December 31, 2017 reached 13,371 million euros, down 1,997 million the year. The currency impact became strongly negative in the euros compared with end-2016. The debt-to-equity ratio (gearing) second half and stood at -1.6% for the year as a whole. The energy stood at 80% at the end of December 2017, down compared with impact, at +1.5% for the year, eased significantly during the second 90% at the end of 2016. half. Gas & Services revenue totaled 19,642 million euros. Comparable growth, of +3.5% for the year, picked-up pace in the The Group pursued its growth initiatives with investment second half (+4.2%). Sales were up across all business lines, in decisions of 2.6 billion euros compared with 2.2 billion euros in particular Industrial Merchant (+3.8%) which enjoyed a strong 2016. The increase is due to industrial decisions and reflects the recovery in growth quarter-by-quarter. Developing economies momentum of the business in terms of biddings. Gross industrial (+8.1%) and China in particular remained growth drivers. capital expenditure represented 10.7% of sales and was in line with the medium-term strategic plan. The 2017 operating margin stood at 16.5%, up +70 basis points compared with the adjusted 2016 operating margin and excluding The Board of Directors proposed a nominal dividend to be the energy impact. Productivity efforts in 2017 generated submitted to the Annual General Meeting of 16 May 2018 at 323 million euros of efficiencies and 170 million US dollars 2.65 euros per share. This represents a +12.4% increase taking of Airgas synergies, 40 million US dollars more than the initial into account the free share attribution in October 2017. The pay-out objective. Net profit (Group share) amounted to 2,200 million euros, ratio is estimated at 53%. 6 AIR LIQUIDE SHAREHOLDERS’ MEETING NOTICE / Combined Shareholders’ Meeting of May 16, 2018 — HIGHLIGHTS AND PERFORMANCE OF THE GROUP IN 2017 — 2017 Key Figures 2017/2016 2017/2016 published comparable (in millions of euros) FY 2016 FY 2017 change change (a) Total Revenue 18,135 20,349 +12.2% +2.9% of which Gas & Services 17,331 19,642 +13.3% +3.5% Operating income recurring 3,024 3,364 +11.2% +7.5% Operating income recurring (as % of revenue) 16.7% 16.5% -20 bps +70 bps (f) Other non-recurring operating income and expenses 36 (344) Net profit (Group share) 1,844 2,200 +19.3%* (b) Adjusted earnings per share (in euros) 4.64 5.16 +11.2% * +10% (b) (e) Net profit growth, Adjusted net dividend per share (in euros) 2.36 2.65 +12.4% excluding non-cash (c) non-recurring items Net cash flows from operating activities 3,697 4,254 +15.1% and impact of the Net capital expenditure (d) 13,609 1,850 american tax reform.